New Rules for the Disclosure of Inside Information by Issuers Starting This June

1. New Legal Framework

The amendment to the MAR Regulation introduced under the Listing Act package brings key modifications to Article 17, which governs issuers’ obligations regarding the disclosure of inside information to the public. The most significant change is the clarification of the moment when the disclosure obligation arises in relation to so-called protracted processes, i.e. events carried out in several stages, such as mergers, acquisitions, or corporate reorganisations. The EU legislator has explicitly stated that, in such cases, the obligation to disclose inside information without delay applies exclusively to the final event concluding a given process, rather than to its individual intermediate stages. Although those intermediate stages may still, in themselves, meet the definition of inside information, their disclosure is not generally required. This approach is intended to prevent the publication of preliminary announcements that could mislead market participants as to the ultimate outcome of the transaction or operation.

2. Delay of Disclosure of Inside Information

The introduction of this principle does not relieve issuers of the responsibility to protect the confidentiality of information at intermediate stages; however, it significantly rationalises the reporting process. This amendment is a direct response to previous interpretative uncertainties, which effectively forced issuers to continuously apply the procedure for delaying the disclosure of inside information under Article 17(4) of MAR. Under the new legal framework, where information concerns only an intermediate stage, the issuer is no longer required to initiate a formal delay procedure. At the same time, the conditions for delaying disclosure have been tightened and may only be applied where the inside information is not contrary to the latest public announcement or any other communication concerning the same matter as the inside information. This change is intended to strengthen investor protection against information asymmetry. Importantly, an issuer that does not intend to disclose information relating to an intermediate stage of a protracted process must ensure that such information remains confidential until the publication of the final information. Otherwise, if the confidentiality of such inside information can no longer be guaranteed, the issuer must disclose that information to the public without delay.

3. List of Final Events or Final Circumstances in Protracted Processes

Complementing the reform introduced by the Listing Act is the draft delegated regulation of the European Commission, reference number Ares (2025)11154149, adopted pursuant to the delegation contained in the amended Article 17(12)(a) of the MAR Regulation. This act is of key practical importance for the application of the new rules, as it introduces a non-exhaustive list of protracted processes and precisely defines what should be understood as a “final event” in their context. As a result, issuers gain clear guidance on the exact moment when the obligation to publish a current report arises, thereby minimising the risk of misinterpreting the moment when inside information materialises in complex corporate events.

The draft delegated act focuses on two key areas, structured in detail within the annexes to the document. The first, described in Annex I, concerns the identification of the moment of disclosure of the so-called final event, which is fundamental for precisely determining the timeframe in which disclosure obligations arise in multi-stage processes. The second pillar of the regulation, contained in Annex II, provides a non-exhaustive list of situations in which inside information is inconsistent with the latest public announcement or other communication previously issued by the entity. This framework helps to objectify the criteria set out in Article 17(4)(b) of MAR, clearly indicating that where significant discrepancies arise between new facts and the issuer’s prior market narrative, any further delay in disclosure would mislead investors and would therefore be legally impermissible.

The introduction of these detailed regulations at the delegated act level significantly enhances legal certainty and harmonises supervisory practices throughout the European Union. For market participants, the draft delegated act (if adopted in its current form) constitutes an essential interpretative tool which, together with the new wording of Article 17 MAR, creates a coherent information management system. This approach helps avoid so-called “over-disclosure”, i.e. flooding the market with speculative or fragmentary information, while at the same time maintaining full transparency at key decision-making moments, which lies at the core of the modern market abuse regime.

4. Summary

In summary, the upcoming MAR reform constitutes an important step towards the rationalisation of disclosure obligations. These changes should be assessed positively, as shifting the reporting focus from uncertain intermediate stages to concrete final events should effectively reduce unnecessary informational noise. As a result, investors should receive higher-quality disclosures, free from speculative character, thereby supporting market transparency and stability.

It will be particularly interesting to observe how issuers adapt to the new regulations and how quickly they update their internal information flow procedures and Compliance policies. A key question also remains regarding the evolution of the implementing measures themselves -namely, whether the catalogues of processes and events included in Annexes I and II of the draft delegated act will prove sufficient in practice, or whether they will need to evolve alongside changing capital market transaction structures and emerging market strategies. The future will show whether this new, more pragmatic architecture of the market abuse regime becomes a lasting standard within the European Union.